Articles of Association (UK)
ARTICLES OF ASSOCIATION
of
[Company Name]
(a [Company Type] incorporated in England and Wales)
Adopted on [Adoption Date]
PART 1: INTERPRETATION AND LIMITATION OF LIABILITY
1. DEFINED TERMS
1.1 In these Articles, unless the context otherwise requires:
- "Act" means the Companies Act 2006;
- "Articles" means these articles of association as amended from time to time;
- "Board" means the board of directors of the Company from time to time;
- "Chairman" means the chairman of the Board appointed pursuant to Article 12;
- "Company" means [Company Name];
- "Director" means a director of the Company from time to time and includes any alternate director;
- "Insolvency Act" means the Insolvency Act 1986;
- "Member" or "Shareholder" means a member of the Company within the meaning of section 112 of the Act;
- "Model Articles" means the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229);
- "Ordinary Resolution" means a resolution passed by a simple majority of votes cast at a general meeting;
- "Registered Office" means the registered office of the Company from time to time;
- "Special Resolution" means a resolution passed by not less than 75% of votes cast at a general meeting;
- "Shares" means shares in the capital of the Company.
1.2 Unless the context otherwise requires, words or expressions used in these Articles have the same meaning as in the Act.
1.3 The Model Articles shall not apply to the Company. These Articles shall constitute the full articles of association of the Company.
2. REGISTERED OFFICE
2.1 The registered office of the Company shall be situated at [Registered Office Address], [Registered Office City], [Registered Office Postcode], England.
3. LIABILITY OF MEMBERS
3.1 The liability of the Members is limited to the amount, if any, unpaid on the Shares held by them.
PART 2: SHARES AND SHARE CAPITAL
4. SHARE CAPITAL
4.1 The share capital of the Company shall consist of [Total Shares] [Share Class], each with a nominal value of £[Nominal Value].
4.2 The Shares shall rank pari passu in all respects, including as to voting, dividends, and return of capital on a winding up, unless otherwise provided by these Articles or by the rights attached to any class of Shares.
5. ALLOTMENT OF SHARES
5.1 Subject to sections 550-551 of the Act (directors' authority to allot shares) and the provisions of these Articles, the Directors may allot, grant options over, or otherwise dispose of Shares to such persons, at such times, and on such terms as the Directors think fit.
5.2 The statutory pre-emption rights under sections 561-577 of the Act shall apply to any allotment of equity securities by the Company unless disapplied by a Special Resolution of the Members.
6. SHARE CERTIFICATES
6.1 The Company shall issue each Member with a certificate for the Shares held by them within two months of allotment or registration of transfer, in accordance with section 769 of the Act.
6.2 Each share certificate shall specify the number, class, and distinguishing numbers (if any) of the Shares to which it relates and the amount paid up on them, and shall be signed by a Director or the Company Secretary (if appointed).
PART 3: DIRECTORS
7. NUMBER OF DIRECTORS
7.1 The Company shall have a minimum of [Minimum Directors] Director(s) and a maximum of [Maximum Directors] Directors.
7.2 At least one Director must be a natural person in accordance with section 155 of the Act.
8. DIRECTORS' GENERAL AUTHORITY
8.1 Subject to these Articles and to any directions given by Special Resolution of the Members, the business of the Company shall be managed by the Directors, who may exercise all the powers of the Company for this purpose.
8.2 No alteration of these Articles or any direction given by Special Resolution shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.
8.3 The Directors shall comply with the general duties of directors set out in sections 171-177 of the Act.
9. CHAIRMAN AND BOARD MEETINGS
9.1 The Directors may appoint one of their number to be Chairman of the Board and may at any time remove the Chairman from that office.
9.2 A Director may call a board meeting by giving reasonable notice to all Directors. Notice of a board meeting shall indicate its proposed date, time, and place, and if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
9.3 The quorum for a board meeting shall be [Board Quorum].
9.4 Questions arising at a board meeting shall be decided by a majority of votes. Each Director present shall have one vote.
10. DIRECTORS' WRITTEN RESOLUTIONS
10.1 A decision of the Directors is taken in accordance with this Article when all eligible Directors indicate to each other by any means that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in writing, copies of which have been signed by each eligible Director or to which each eligible Director has otherwise indicated agreement in writing.
11. APPOINTMENT AND REMOVAL OF DIRECTORS
11.1 Directors may be appointed [Director Appointment Method].
11.2 A Director may resign from office by giving written notice to the Company.
11.3 A Director shall automatically cease to hold office if:
- that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;
- a bankruptcy order is made against that person or they make any arrangement or composition with their creditors generally;
- a registered medical practitioner gives a written opinion to the Company stating that the person is physically or mentally incapable of acting as a director and may remain so for more than three months;
- the person is removed from office by an Ordinary Resolution of the Members in accordance with section 168 of the Act; or
- they are disqualified from acting as a director under the Company Directors Disqualification Act 1986.
12. DIRECTORS' CONFLICTS OF INTEREST
12.1 The Directors may, in accordance with the requirements set out in this Article, authorise any matter proposed to them which would, if not so authorised, involve a Director breaching their duty under section 175 of the Act to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
12.2 Any authorisation under this Article shall be effective only if the matter is proposed for consideration at a meeting of the Directors at which the quorum is met without counting the Director in question, and the matter is agreed to without that Director voting (or would have been agreed to if that Director's vote had not been counted).
PART 4: DIVIDENDS AND DISTRIBUTIONS
13. DIVIDENDS
13.1 Subject to the Act (in particular Part 23 regarding distributions) and these Articles, [Dividend Decision].
13.2 No dividend may be declared or paid except out of profits available for distribution as determined in accordance with sections 830-847 of the Act.
13.3 Dividends shall be paid in proportion to the nominal value of the Shares held by each Member (or in accordance with the rights attached to each class of Shares, if more than one class exists), unless the rights attached to any Shares provide otherwise.
13.4 The Company may, before declaring a dividend, set aside out of the profits of the Company such sums as the Directors think proper as a reserve or reserves.
PART 5: DECISION-MAKING BY SHAREHOLDERS
14. GENERAL MEETINGS
14.1 The Directors may call a general meeting at any time. Members holding at least 5% of the paid-up capital of the Company carrying the right to vote may requisition a general meeting in accordance with section 303 of the Act.
14.2 Not less than [General Meeting Notice] notice shall be given of a general meeting. The notice shall specify the date, time, and place of the meeting and the general nature of the business to be transacted, and shall be given to every Member, every Director, and (if appointed) the Company's auditors.
14.3 The quorum for a general meeting shall be [Shareholder Quorum]. If a quorum is not present within 30 minutes of the time appointed for the meeting, the meeting shall be adjourned to the same time and place one week later, at which adjourned meeting the Members present shall constitute a quorum.
14.4 A Member may appoint a proxy to attend, speak, and vote at a general meeting on the Member's behalf, in accordance with sections 324-331 of the Act.
15. WRITTEN RESOLUTIONS
15.1 The Members may pass a resolution as a written resolution in accordance with sections 288-300 of the Act, without the need for a general meeting.
15.2 An Ordinary Resolution passed as a written resolution requires the agreement of a simple majority of the total voting rights of eligible Members. A Special Resolution passed as a written resolution requires the agreement of not less than 75% of the total voting rights of eligible Members.
PART 6: MISCELLANEOUS PROVISIONS
16. DISTRIBUTION ON WINDING UP
16.1 On a winding up of the Company (whether voluntary or compulsory), the surplus assets remaining after payment of all debts and liabilities of the Company shall be distributed [Winding Up Distribution].
17. COMPANY SECRETARY
17.1 The Directors may appoint a company secretary and may remove such person from office. A private company is not required to have a company secretary under section 270 of the Act, but may choose to appoint one.
18. NOTICES
18.1 Any notice or other communication required or authorised by these Articles to be given to a Member may be given in writing by hand delivery, first-class post, or email to the address last notified by the Member to the Company.
18.2 A notice sent by post shall be deemed received on the second business day after posting. A notice sent by email shall be deemed received on the day of transmission, provided no delivery failure notification is received.
19. AMENDMENT OF ARTICLES
19.1 These Articles may be amended or replaced by a Special Resolution of the Members in accordance with section 21 of the Act. A copy of any amended Articles must be filed with the Registrar of Companies within 15 days of the resolution being passed (section 26 of the Act).
20. GOVERNING LAW
20.1 These Articles shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Articles shall be subject to the exclusive jurisdiction of the courts of England and Wales.
SUBSCRIBER DETAILS
The subscribers to the memorandum of association, whose names, addresses, and number of Shares taken are set out below, each wish to form a company under the Act and agree to become members of the Company and to take at least one Share each:
SUBSCRIBER 1
Name: [Subscriber 1 Name]
Address: [Subscriber 1 Address]
Number of Shares taken: [Subscriber 1 Shares]
SUBSCRIBER 2
Name: [Subscriber 2 Name]
Address: [Subscriber 2 Address]
Number of Shares taken: [Subscriber 2 Shares]
Subscriber 1
________________
Signature
Date: ________________
Subscriber 2
________________
Signature
Date: ________________
What Is a Articles of Association (UK)?
An Articles of Association in the United Kingdom forms the internal rulebook of the organisation, setting out how it is governed and how decisions are taken, with its requirements set by the Companies Act 2006. It defines the corporate name, purpose, capital, management, and share transfer rules binding the shareholders.
Every company registered in England and Wales must have articles of association. If a company does not register bespoke articles with Companies House at the time of incorporation, the Model Articles prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229) will apply automatically. The Model Articles provide three sets of default articles: Schedule 1 for private companies limited by shares, Schedule 2 for private companies limited by guarantee, and Schedule 3 for public companies. While the Model Articles provide a basic governance structure, they are not suitable for all companies, particularly those with multiple shareholders, multiple share classes, or complex governance requirements.
Bespoke articles of association are drafted to meet the specific needs of a particular company and its shareholders. They typically include provisions that go beyond the Model Articles, such as pre-emption rights on the transfer of shares, tag-along and drag-along provisions, detailed rules for directors' meetings and decision-making, provisions for multiple classes of shares with different voting, dividend, and capital rights, compulsory transfer provisions in the event of death or incapacity, and restrictions on the activities of the company (if desired). This template creates a thorough set of bespoke articles that exclude the Model Articles entirely, providing a self-contained constitutional document for the company.
The legal framework governing the Articles of Association (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Articles of Association (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Articles of Association (UK)?
Bespoke Articles of Association are needed in a variety of circumstances. The most common scenario is the incorporation of a new company where the founders wish to establish governance rules that go beyond the basic provisions of the Model Articles. This is particularly important where there are multiple shareholders who need clearly defined rules for share transfers, decision-making, and dispute resolution.
Bespoke articles are also required when an existing company that was incorporated with the Model Articles wishes to adopt more detailed governance provisions. This commonly occurs during a funding round, when institutional investors or venture capital firms require the company to adopt articles that include investor protection provisions such as anti-dilution rights, information rights, board representation rights, and consent rights over certain decisions. The adoption of new articles requires a Special Resolution of the members under section 21 of the Companies Act 2006.
Other circumstances in which bespoke articles are required include: the creation of different classes of shares with different rights (e.g. ordinary shares and preference shares); the implementation of pre-emption rights on the transfer of existing shares (which are not included in the Model Articles); the appointment of a chairman with a casting vote at board meetings; the inclusion of a directors' indemnity provision in accordance with sections 232-238 of the Act; and the restriction of the company's objects under section 31 (where the shareholders wish to limit the activities the company may undertake). Companies preparing for an exit, whether by trade sale or IPO, will also need to review and potentially replace their articles to confirm they are suitable for the transaction.
Parties in United Kingdom should prepare a Articles of Association (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Articles of Association (UK)
Well-drafted Articles of Association for a company incorporated in England and Wales should contain several key elements that provide a thorough governance framework.
The interpretation clause defines the key terms used throughout the articles and should include references to the Companies Act 2006, the Model Articles (if they are being excluded), and any other relevant legislation. It should also state whether the Model Articles apply to the company or are excluded entirely.
The share capital provisions specify the classes of shares, their nominal values, and the rights attached to each class (voting, dividends, and return of capital on winding up). Where there are multiple share classes, the articles should set out the procedure for varying class rights in accordance with sections 630-634 of the Act.
The allotment provisions address the directors' authority to allot shares under sections 550-551 of the Act and the application of statutory pre-emption rights on allotment under sections 561-577. For companies with multiple shareholders, the articles should also include pre-emption rights on the transfer of existing shares, which are not provided by the Act.
The directors' provisions cover the appointment and removal of directors, board meetings and quorum requirements, directors' decision-making procedures, and the management of conflicts of interest under section 175 of the Act. The articles may also include a directors' indemnity provision in accordance with sections 232-238, allowing the company to indemnify directors against third-party claims and fund defence costs.
The shareholder provisions cover general meetings, written resolutions, and voting rights. Under section 307, private companies must give at least 14 clear days' notice of a general meeting. The articles should specify the quorum for meetings and the procedure for appointing proxies.
The dividend provisions must comply with Part 23 of the Act, which requires that dividends may only be paid out of distributable profits. The winding up provisions specify how surplus assets are distributed among the members after all debts and liabilities have been paid. The governing law clause should confirm that the articles are governed by the laws of England and Wales.
Additional compliance elements for a Articles of Association (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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title = {Articles of Association (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/corporate/articles-of-association-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
The Model Articles are a set of default articles of association prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229), made under section 19 of the Companies Act 2006. They apply automatically to any company formed under the Act that does not register its own articles or does not exclude the Model Articles in whole or in part. The Model Articles provide a basic governance framework suitable for simple companies, but they contain significant gaps that can cause problems as a business grows. For example, the Model Articles do not include pre-emption rights on the transfer of shares, do not provide for multiple classes of shares with different rights, and give directors a broad discretion to refuse share transfers without clear criteria. Bespoke articles address these gaps by including tailored provisions for share transfers, pre-emption rights, drag-along and tag-along rights, deadlock resolution, and more detailed rules for directors' meetings and decision-making.
Yes. Under section 21 of the Companies Act 2006, a company may amend its articles of association by passing a Special Resolution (requiring at least 75% of the votes cast by shareholders). The amended articles must be filed with the Registrar of Companies at Companies House within 15 days of the resolution being passed (section 26). If the company has different classes of shares, any amendment that varies the rights attached to a particular class also requires the consent of the holders of that class under sections 630-634 of the Act, either by written consent of holders of 75% in nominal value of the shares of that class, or by a Special Resolution passed at a separate class meeting. The original articles can be entirely replaced by new articles or amended in part. Under United Kingdom law, Companies Act 2006, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
No. The Companies Act 2006 provides statutory pre-emption rights on the allotment (issue) of new shares under sections 561-577, but there are no statutory pre-emption rights on the transfer of existing shares. Pre-emption rights on transfer must be included in the articles of association or a shareholders' agreement if the company wishes to restrict the ability of shareholders to transfer their shares to third parties. This is a common source of confusion and a significant reason why bespoke articles are recommended for companies with multiple shareholders. Without pre-emption rights on transfer, a shareholder could sell their shares to an unknown third party without the other shareholders having any right to acquire those shares first. Under United Kingdom law, Companies Act 2006, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
Sections 171-177 of the Companies Act 2006 codify seven general duties that directors owe to the company: the duty to act within powers (s.171), the duty to promote the success of the company (s.172), the duty to exercise independent judgement (s.173), the duty to exercise reasonable care, skill, and diligence (s.174), the duty to avoid conflicts of interest (s.175), the duty not to accept benefits from third parties (s.176), and the duty to declare interests in proposed transactions (s.177). These duties are owed to the company (not to individual shareholders) and are enforceable by the company. Directors who breach these duties may be required to account for profits, pay compensation, or restore company property. The articles of association should reference these statutory duties and may include supplementary provisions for managing conflicts of interest under section 175.
No. Under section 336 of the Companies Act 2006, only public companies are required to hold an AGM in each period of six months from the date of their last AGM. Private companies are not required to hold AGMs unless their articles specifically require one. Instead, private companies can pass resolutions as written resolutions under sections 288-300 of the Act, which is often more practical for smaller companies. A written ordinary resolution requires the agreement of a simple majority of the total voting rights of eligible members, and a written special resolution requires the agreement of not less than 75%. Members holding at least 5% of the voting rights may still requisition a general meeting under section 303 if they wish to discuss matters in person. Under United Kingdom law, Companies Act 2006, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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